| Mon 22 Aug 2011, 14:19 | | ADW - African Dawn Capital Limited - Posting of the rights offer circular |
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ADW
ADW
ADW - African Dawn Capital Limited - Posting of the rights offer circular
and notice of General Meeting
AFRICAN DAWN CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/020520/06)
JSE code: ADW
ISIN: ZAE000060703
("Afdawn" or "the company")
POSTING OF THE RIGHTS OFFER CIRCULAR AND NOTICE OF GENERAL MEETING
Shareholders are referred to the announcements released on SENS on 14
June 2011 and 5 August 2011 wherein Afdawn shareholders were advised that
the company had entered into a settlement agreement with The National
Housing Finance Corporation Limited ("NHFC") in respect of outstanding
loans to the company and its subsidiary, Nexus Personnel Finance
Proprietary Limited and that the board of directors of
Afdawn had therefore resolved to raise approximately R36.7 million by way
of:
- a R25 million partially underwritten renounceable rights offer ("rights
offer") of 250 million new ordinary Afdawn shares of R0.01 each ("rights
offer shares") to Afdawn shareholders at a subscription price of R0.10
per rights
offer share ("subscription price") and in the ratio of 112 rights offer
shares for every 100 Afdawn shares held. The subscription price
represents a premium of 11% to the closing price of Afdawn ordinary
shares on 13 June 2011 of R0.09.
In addition to the rights offer, the company has entered into the
following agreements:
- a R10 million 3 year convertible bond to be issued by Elite Group
Proprietary Limited ("Elite"), a wholly owned subsidiary of Afdawn, to
Sandown Capital Proprietary Limited, subject to shareholder approval; and
- a R1.7 million 3 year convertible bond to be issued by Afdawn to PCI
Fintrade Proprietary Limited, subject to shareholder approval,
collectively, ("the transaction").
Shareholders are hereby advised that a circular containing details of the
transaction and incorporating a notice of general meeting has been posted
to Afdawn shareholders today, 22 August 2011. The transaction is subject
to the fulfilment of certain conditions precedent as set out in the
abovementioned circular, and shareholders are advised to read the
circular in order to be aware of the terms and conditions of the rights
offer.
2 NOTICE OF GENERAL MEETING
A notice of general meeting is included in the circular, which general
meeting will be held at 29 Scott Street, Waverley, Johannesburg at 9:00,
on Wednesday, 21 September 2011 for the
purpose of considering and, if deemed fit, passing with or without
modification, the proposed resolutions included in the notice of general
meeting.
Certificated shareholders are advised that they will not receive a
printed Form of Instruction with the abovementioned circular. The printed
Form of Instruction will be posted to certificated shareholders on
Monday, 10 October 2011.
3 IMPORTANT DATES AND TIMES
The important dates and times relating to the rights offer are set out
below:
Circular and notice of general meeting posted to Monday, 22 August
shareholders
Last day to trade in order to be eligible to vote at Friday, 9 September
the general meeting
Record date to vote Friday, 16 September
Forms of proxy to be lodged by 9:00 on Monday, 19 September
General meeting of Afdawn to be held at 9:00 on Wednesday, 21 September
Results of general meeting announced on SENS Wednesday, 21 September
Rights Offer finalisation announcement published on Wednesday, 21 September
SENS
Last day to trade in Afdawn shares in order to Friday, 30 September
participate in the Rights Offer (cum entitlement) by
17:00 on
Afdawn Shares commence trading ex-entitlement at 09:00 Monday, 3 October
on
Listing of and trading in the Letters of Allocation on Monday, 3 October
the JSE under the JSE code ADWN and ISIN: ZAE000159182
commences at 09:00 on
Record Date for purposes of determining shareholders Friday, 7 October
entitled to participate in the Rights Offer at the
close of business
Rights Offer opens at 09:00 on Monday, 10 October
Letters of Allocation credited to an electronic Monday, 10 October
account held at the transfer secretaries in respect of
holders of certificated Afdawn shares
CSDP or broker accounts credited with entitlements in Monday, 10 October
respect of holders of dematerialised Afdawn shares
Last day for trading Letters of Allocation on the JSE Friday, 21 October
Maximum Listing of Rights Offer Shares and trading Monday, 24 October
therein on the JSE commences at 09:00 on
Rights Offer closes at 12:00 on Friday, 28 October
Record date for letters of allocation (final record Friday, 28 October
date) on
Payment to be made and Form of Instruction to be Friday, 28 October
lodged with the transfer secretaries by holders of
certificated Afdawn shares by 12:00 noon
Rights Offer Shares issued on or about Monday, 31 October
CSDP or broker accounts in respect of holders of Monday, 31 October
Dematerialised Shares debited with the payment due and
updated with Rights Offer Shares and share
certificates posted to Certificated Shareholders by
registered post on or about
Results of the Rights Offer announced on SENS Monday, 31 October
Payment in terms of the allocation notice to be Wednesday, 2 November
received by the Underwriter
Rights Offer shares not subscribed for allotted and Wednesday, 2 November
issued to the Underwriter on or about
Share certificates may not be dematerialised or rematerialised between
Monday, 3 October 2011 and Friday, 7 October 2011, both days inclusive.
Johannesburg
22 August 2011
Designated and Corporate Advisor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 22/08/2011 14:19:27 Produced by the JSE SENS Department.
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